The Third Reserve Regiment was organized principally from companies recruited in Bucks county and in the city of Philadelphia, for the three months' service, but which failed of acceptance. On the 30th of May these companies rendezvoused in Philadelphia and proceeded via the North Pennsylvania railroad to the camp near Easton, where a regimental organization was effected by the choice of the following officers:

Horatio G. Sickel, of Philadelphia, Colonel

William S. Thompson, of Bucks county, Lieutenant Colonel

Richard H. Woolworth, of Philadelphia, Major

The camp was pleasantly located near the Lehigh river, and contained ample barrack room, with a fine plain, surrounded by the race course of the fair ground, for drill and parade. The company officers, for the most part unskilled in military affairs, labored diligently to acquire a knowledge of tactics and skill in-drilling their men.

As soon as the regimental organization was effected, Colonel Sickel, who had held a commission in the uniformed militia of the State since August, 1841, commenced
that thorough drill of his command which made it one of the most efficient of
the Reserve regiments.

On the 22d of July, it broke camp and moved to Harrisburg, where, on the
27th, it was mustered into the United States service, and assigned to the Reserve
Corps, as the Third Regiment. It was immediately ordered to Washington
and was quartered in the city until the 2d of August, when it was ordered to
Tenallytown, a village six miles north-west from the Capital.

General M'Call,
who had been appointed to command the Reserves, had directed that a camp
should be formed at this place, at which all the Reserve regiments were ordered
to report. In the organization of the corps the Third was assigned to the Second Brigade, Brigadier General George G. Meade.1 While in camp the regiment was drilled, and assisted in erecting Fort Pennsylvania, a most important and formidable earthwork, with a broad and deep ditch, heavy abattis, and guns mounted en barbette.

On the 9th of October, the regiment moved over the Potomac and encamped
with the division near Langley, in line of the army stretching nearly twenty
miles along the Virginia shore. While here the reconnoissance to Dranesville
on the 20th of October, the skirmish near the same place on the 26th, and the
battle of Dranesville on the 20th of December occurred, which, with the usual
picketing, drilling and an occasional shot with the enemy, served to break the
monotony of the camp and to fit the men for the arduous campaignings upon
which they were to enter.

On the 10th of March, the Army of the Potomac having attained a high state
of efficiency by six months of drill and discipline, broke camp and marched in
search of the enemy. The Third moved along the Dranesville pike, crossed
Difficult Creek, and, striking across the country, bivouacked that night in the
neighborhood of Hunter's Mills, where it remained until the advance of the
army reported the evacuation of the enemy's line at Manassas, when it countermarched to the vicinity of Alexandria, and remained until the Army of the Pptomac started for the Peninsula.

The First Army Corps, under the command of General Irwin M'Dowell,
consisting of Franklin's, M'Call's and King's Divisions, having been detached
from the Army of the Potomac, was constituted the Army of the Rappahannock, and assigned to the duty of covering Washington. On the 10th of April the Third, with the brigade, was taken by rail to Manassas Junction, where it remained encamped until the 18th, when it aarched along the railroad crossing
Broad and Kettle Runs, halting for several days in the neighborhood of Catlett's Station, and arrived below Falmouth, opposite Fredericksburg, on the 2d of May. While here, the troops were reviewed by President Lincoln, accompanied by Generals and staff officers. In the movement across the river, the
occupancy of Fredericksburg, and the advance towards Richmond, the Third
participated.

The operations of the army upon the Peninsula were slow. M'Clellan called
loudly for reinforcements, and the Reserves were ordered to his support. The
order was received with rejoicings, and light was the step of the men as they
marched down the banks of the Rappahannock for embarkation to a place in
the ranks of the Grand Army. On the 11th the regiment arrived at White
House. The attack of the enemy's cavalry at Tunstall's Station and his movement upon White House were fortunately checked by the opportune arrival of the Second Brigade. His attack upon the train of the Reserves was promptly repulsed. On the 13th the Third joined the division at Dispatch Station.

The army was now lying in front of Richmond, the enemy having with:
drawn as it advaniced, until it had reached position within a few miles of the
city. The Reserves were placed upon the extreme right and in advance of the
main line. While the mass of the army was on the right bank of the Chickahominy, the right wing resting at Mechanicsville was on the opposite bank.

The rebel leader, now reinforced by Jackson from the Valley of the Shenandoah posted his forces in the reverse orer, throwing his main body upon the left
bank, and began to press heavily upon our right. The Reserves were the first
to feel the weight of his blow. Drawn up in order of battle on Beaver Dam
Creek with the left resting on the Chickahominy, and the right on the Mechanicsville and New Castle road, they awaited the rebel attack. Against vastly
superior numbers they held their ground, hurled back with fearful slaughter the
most desperate and reckless assaults, and at night rested upon the field of their
glory. Inthis battle the Third supported Kern's Battery, and at dark was
liotly engaged, relieving the exhausted troops in front whose ammunition was;spent, and dealing destruction upon the confused and now broken masses of the enemy. At two o'clock on the following morning the regiment was relieved, and withdrawn from the field under a heavy fire by which it suffered some loss.
Finding it impossible to carry the position by direct assault, the enemy during
the night made a flank movement far to the right, and by his great superiority
in numbers upon that wing, rendered the position untenable. Consequently
the division fell back to Gaines' Mill, where Porter's Corps was drawn up to resist the enemy's further advance. The division was held in reserve at the opening of the battle, but the crushing force of the enemy's attack soon broke the first line, and for two hours the Third was left to bear the brunt of his fierce assaults, successfully holding him in check until its ammunition becoming exhausted it was relieved by the Eleventh Reserve and Fourth New Jersey.

The conduct of the Third in this battle was highly praised by General Meade
upon the field. Its loss in killed, wounded and missing was one hundred.
Colonel Sickel had a horse killed under him.

That night the wearied men who
had fought for two days, many of them without food, threw themselves upon
the ground and sank to rest, with cartridge boxes still strapped in place and
muskets in hand. But they had short time for sleep. At two on the following
morning they were aroused and were withdrawn across the Chickahominy.

As early as the 18th of June General M'Clellan had decided to change his
base of operations from White House on the Pamunky, to Harrison's Landing
on the James. The enemy being doubtless apprised of this purpose, determined to assume the offensive, and before the immense quantity of stores accumulated in depot could be removed, or the right wing withdrawn and joined
with the main body, he attacked with great violence at Mechanicsville, and
forced M'Clellan to fight the battle of Gaines' Mill to save the material of his
army. When the shattered right had joined the main column, and the march
towards the James had commenced, it became a cherished purpose of the.enemy to break in upon the army, stretched out upon the march, at every
vulnerable point.

During the day of the 28th, the Reserves remained in an open field exposed
to a broiling sun, and were, consequently, little refreshed. At nine o'clock
that night they moved off towards White Oak Creek, taking with them the
Reserve artillery consisting of thirteen batteries, which, with their own trains,
extended several miles.

At daylight on the 29th they reached Savage Station,
on the Richmond and York River railroad, where were met hundreds of wagons
and ambulances almost choking the roads and covering the fields for miles
around. Here they found a large number of wounded of the preceding battles,
and among them their own, who were subsequently taken prisoners. To these
they brought water and freely distributed their money. Moving on they passed
over the ground where, later in the day, the enemy was signally repulsed by
the troops under General Sumner. At noon they crossed White Oak Creek
bridge, which the rear guard under General French destroyed on the following
morning, and where the enemy was again gallantly repulsed.

Near this point the regiment halted until four o'clock, when the Reserves
moved to the Charles City Cross Roads, to cover the Turkey Bridge Road
leading to the James River, along which the trains moved al night with the
utmost possible celerity. After dark they arrived and took position on Nelson's
farm. Their position here was very critical, the enemy being in force near by
and confidently anticipating their capture. The line was formed with the artillery in front, Randall's Regular Battery on the right, Cooper's and Kern's opposite the centre, and Deitrick's arid Kennerheim's on the left.

Longstreet and Hill, accompanied by Lee and Jefferson Davis, had hastened forward to gain
this point before M'Clellan's retiring columns could pass it, in order that they
might fall upon the unprotected flank of the army and effect its destruction.
But when arrived they found themselves confronted by a line of battle, and
did not dare to attack until their forces were concentrated, which was not accomplished until afternoon.

At eleven A. M. the Third was posted on picket duty towards Richmond,
and at about half past two the enemy's advance drove in the cavalry outposts,
when it was ordered to retire and take its position in line, the Second Brigade
holding the right. Now commenced one of the most desperate actions of the
Peninsula campaign, the enemy being determined to force the line and capture
the right wing and the immense trains then moving to the left. Opening with
a heavy fire of shell upon the centre, he sent forward a regiment to feel the line
which fell upon the Third and was received by it at fifty paces with a withering fire of musketry. Still it continued to advance in the face of a perfect sheet of flame, but finally broke and fled leaving two-thirds of its number upon
the field. It was the Ninth Virginia Infantry.2

The whole line soon after
became engaged, and the Third performed nobly its part, until one of those
unfortunate mistakes of war occurred which has so often marred the operations
of armies. A supporting regiment, in the smoke of battle, mistaking the Third
for the enemy, opened fire upon its ranks, throwing them into disorder and
causing them to break but they took with them seven prisoners whom they had
captured, they well merited evidence of their valor. The men did not, however,
leave the field, but rallying they again returned to the conflict.

At eleven o'clock
at night the division was withdrawn from the field, and marched to Malvern
Hill. The loss in killed, wounded and missing was eighty-six. General Meade
being wounded, Colonel Sickel succeeded to the command of the brigade and
Lieutenant Colonel William S. Thompson to the command of the regiment.

In the battle which ensued at Malvern Hill on the following day, the enemy
was repulsed with great carnage, and withdrew from the contest. The Third,
being held in reserve, was not engaged and suffered no loss. On the following
day the army withdrew to Harrison's Landing, where supplies awaited it and
where it was suffered to enjoy much needed rest. The usual routine of camp
followed until the night of the 1st of August, when it was varied by a vigorous
shelling from a detachment of the enemy posted on the right bank of the James.
His guns were soon silenced, and a detachment of some five hundred Reserves
from different regiments, was sent over under Colonel Sickel to occupy the
ground and secure the camp against future annoyance.

Offensive operations having been abandoned in this direction, the Army of
the Potomac was ordered to evacuate the Peninsula, and re-inforce the Army
of Virginia, under Pope. Accordingly the baggage and knapsacks of the Reserves were sent to Washington, and with nothing
but their muskets and cartridge boxes they embarked upon transports, and were taken to Acquia Landing. Arriving on the morning of the 13th, the Third was transferred to cars and moved to Falmouth, where the men occupied tents left standing by troops that had preceded them. Remaining here until the 21st, the regiment
marched to Rappahannock Station, where it joined the Army of Virginia, the
Reserves being the first troops to report from the Peninsula. On the 24th, the
regiment moved to Warrenton, where it was formed in line of battle and encamped, remaining until the 26th without being engaged.

The Reserves, for some days, had been on a short allowance of provisions,
the men subsisting principally upon green corn; but on the 26th, three days'
rations were issued, the last that they received until after the battle of Bull
Run. On the 27th the regiment marched through Warrenton and bivouacked
that night near Buckland's Mill. On the following morning, at three o'clock,
it was again in motion, and, upon arriving at Gainesville, the column was
brought to a halt by a battery of the enemy, posted on an elevation in front.

The column was quickly deployed and skirmishers advanced; but Cooper, with
his rifled guns, soon got the range of the assailants, when a few well directed
shots caused them to withdraw with remarkable celerity. Resuming the march,
the column moved across the country towards Manassas Junction. Late in
the afternoon, it having been ascertained that the enemy had removed from
Manassas, the division marched to the left, on the Sudley Spring road. Soon a
heavy cannonading was heard that grew into the thunder of a desperate battle.
As the column hurried on, the sound of the musketry fire became distinct, the
flashes of the guns were visible, and the mingled voices of the combatants were
distinctly heard. But the division arrived too late to participate in the battle
which had been fought between the forces of King and Stonewall Jackson, and
after a march of eighteen hours, a distance of twenty-eight miles, many of the
men without a morsel to eat, they stretched their wearied limbs upon the ground
to rest.

Early on the following morning, the 29th, the division was formed and
moved to meet the enemy. After marching some distance it emerged from a
piece of woods into an open plain, where was drawn up a vast mass of troops.
Soon it was ordered back, and then commenced a series of marches and counter-marches through the hot sun and under a never-ceasing fire of shot and shell, until late in the afternoon, without having occasion to fire a shot. Although the object of this day's fighting was to crush a divided foe, up to four
o'clock only severe skirmishing had occurred, Pope awaiting the arrival of
Fitz John Porter. At this hour a general attack was opened upon the enemy
posted behind an old railroad embankment. So vigorous was it that the whole
left of his line was doubled back towards his centre, and the field, with his
dead and wounded, remained in our hands. The Third acted as a reserve, but
suffered considerable loss.

The men slept on their arms that night and the next morning were in motion by daybreak, moving far to the right. Up to two o'clock everything was remarkably quiet, when the Third was moved forward to support the Second and
Bucktails, acting as skirmishers, and lying upon the edge of a wood from which
they had driven the enemy. It being desirable to ascertain his strength in their
front, the line was advanced some distance over the field and into the wood
beyond, when a heavy column was discovered to the left, which caused them
to be ordered back to their former position. Soon after, it being ascertained
that the enemy was attempting to turn the left flank, the skirmishers were
withdrawn and the division took position on Hall's Hill. The battle now opened
in earnest, and soon after, the First and Second Reserve Brigades were moved
to the extreme left to check the enemy, who was endeavoring to force himself between the main army and Centreville. Forming in columns of brigade, they met the enemy's charge by a counter-charge, and a desperate hand to hand
conflict ensued. At length the Reserves were overpowered and driven back
some distance, but succeeded in staying the advance of the enemy, and held
the ground until reinforced by a brigade of Regulars, and the safe retreat of
the army was secured. The loss of the Third Regiment was severe, and the fall
of Captain H. Clay Beatty, one of the most promising officers, was deeply felt.

On the following day occurred the battle of Chantilly, in which the division
was ordered up and held in reserve, and was, for a time, under artillery fire,
but was not actively engaged.

The army was now put in motion to meet the
rebels advancing into Maryland. They were first encountered at the passes of
the South Mountain, where they were strongly posted to dispute the passage.
The battle was opened at different points, while Meade, with the Reserves,
marched quietly to the extreme right, when, turning to the mountains, he encountered the foe. To guard against an attack on his flank by the enemy's cavalry, while storming the heights in front, the Third was sent to an eminence
far to the right, where it remained until sundown. It was then ordered to the
support of Ransom's Battery, with which it remained until sunrise of the 16th.

Moving on the same day, Hooker's Corps was concentrated at Keedysville, and
at three in the afternoon the Reserves crossed the Antietam. They were accompanied by cavalry and Cooper's Battery, and after moving about a mile beyond
the bridge, turned into the fields to the left of the road, advancing slowly, ready
to form to resist cavalry, which threatened flanks and front. While moving
thus, eight companies of the Third were deployed as skirmishers, and soon the
enemy opened with shot and shell, to which Cooper briskly replied, and a severe
contest commenced with the infantry, in which the enemy was driven back,
and the Reserves occupied the ground that night which they had won. On the
following morning the division moved by the right flank, deployed into line
of battle, and was quickly engaged. A battery was soon brought to its aid,
and for some time it held the ground unaided. At length, after hours of hard
fighting, other troops were sent to its relief and it was held in reserve. The
loss in killed and wounded during the battle was fifty-one.

Discomfitted in the battle of Antietam, the enemy withdrew and rapidly retreated up the Shenandoah Valley. On the 26th of October, the Third broke camp and moving with the division, crossed the Potomac and marched to the
neighborhood of Warrenton. While here, General Burnside assumed command
of the army, and preparations were made for a campaign towards Richmond
by way of Fredericksburg. Moving from Warrenton to Fayetteville, the command encamped until the 17th of November, when it moved down to Brooks' Station, on the Acquia Creek railroad, remaining until the 8th of December, the date of preparations for, and initiation of movements against Fredericksburg, where the enemy was now concentrated and
entrenched. The bombardment opened on the 11th, and on the following morning the Reserves moved
across the river at a point about three miles below the city. The field on which
the battle was to be fought, consisted of a plateau extending from the bluffs of
the river to a range of heavily wooded heights, commencing on the Rappalhannock above Fredericksburg, and extending to the valley of Massaponax, a distance of four or five miles, its greatest width being two miles.

On the morning of the 13th the Reserves were in motion and advanced to within a thousand yards of the base of the mountain, and laid down on the edge of the
field behind the batteries they were to support. The Second Brigade held a
position three hundred paces in rear of the first. Scarcely were the troops in
battle order, before the enemy opened upon them with a number of batteries
that continued to play without intermission until noon, when two of their caissons were blown up, which caused a temporary abandonment of their guns.3

This moment was seized by General Meade to order the charge, and quickly
springing to their feet, with loud cheers the men rushed forward through the
terrible fire of infantry that was opened upon them from rifle-pits, and crossing
the Richmond and Fredericksburg railroad, drove the enemy from behind the
embankment, up through the woods, and over the crest of the heights. Pressing
on, they crossed a road, levelling the fences, and entering the open ground,
swept across it, passing rows of the enemy's muskets stacked, taking them by
utter surprise, and reached their reserve, coming in sight of their ambulance
train.4

So vigorous and sudden was the attack, that the rebels in some
instances had not time to get under arms before they were at the mercy of their
assailants. At this point the reinforcements for the enemy came up and opened
upon the front, and upon both flanks of the Union column, which, being entirely unsupported, was forced to retire.

On reaching the open ground an attempt was made to rally and re-form the men. The flags were waved to the front, and a considerable body of men formed in line; but in vain: for after twenty minutes stand the enemy swept down upon them in overwhelming force, and they retired to their batteries, the enemy not following beyond the railroad. During the charge, the Third maintained its position with great firmness, and was among the very last to retire, losing in killed, wounded and missing one hundred and twenty-eight.

The night passed quietly, and on the following day, though there was considerable cannonading and the regiment was several times ordered into line, it did not become engaged. On the night of the 15th, the division re-crossed the river and encamped a mile back from the stream, remaining till the 17th, when it marched to White Oak Church.

On the 20th of January, the Third broke camp and marched ten miles up
the river, to the vicinity of Bank's Ford. The army was moving with the design of again crossing the Rappahannock and offering battle, but was stopped in full career by the impassible nature of the roads. Returning to camp the regiment remained until the 8th of February, when it moved to the defences of
Washington, where it was attached to the Twenty-second Army Corps. Here
an opportunity was given to rest and recruit its ranks, having been greatly reduced by severe fighting and by long and fatiguing marches. Here it remained
with' the rest of the Second Brigade until January, 1861, when, in company
with the Fourth Regiment, both under command of General Sickel, it was
ordered to duty in West Virginia. Inasmuch as the two regiments were associated throughout this campaigu, their record being nearly identical, it is given as one, and will be found in connection with the narrative of the Fourth.

Upon its return from the Western Virginia campaign it proceeded to Philadelphia,
where it was mustered out of service on the 17th of Jane, 1864.

About half past two
o'clock P. M., my pickets, after skirmishing, were driven in by a strong advance, but without
loss on our side. At three o'clock the enemy sent forward a regiment on my left centre, and
immediately afterwards another on my right centre, to feel for a weak point They were under
cover of a shower of shell, and advanced boldly, but were both driven back, the former by the
Third Regiment, Colonel Sickel, and the latter by the Seventh Regiment Colonel Harvey —
Moore's Rebellion Record, page 667, Doos., Vol., Comp.

3 The light batteries of the enemy posted on
Meade's left, cross-firing with those in front
of Gibbons, poured such a withering fire into the advancing column it was compelled to halt
and dispose of the batteries under Pelham on Meade's left. While this was being done a concentrated fire from the batteries,
supported by the Sixth Corps, was opened upon the three
isolated batteries thrown forward upon Lane's front, which compelled these batteries to retire
with considerable loss.-Battle-field of Fredericksburg, (Rebel,) page 16.

4EXTRACT FROM THE TESTIMONY OF GENERAL MEADE.-I think the attack was so vigorously made that they
were taken somewhat by surprise. I did not myself reach the plateau
in front of our advance. I was down at the railroad superintendiug the movements there.
But I was told by some of my officers who gained the plateau, that they passed rows of the
ene-ny's muskets stacked. The attack was so vigorous and sudden the enemy had not time
to take up their muskets. Some of their regiments broke without forming. —Report on the
Conduct of the War, part 1, page 692.

Organized at Philadelphia and moved to Easton, Pa., May 20, 1861.
Camp there till July 22.
Moved to Harrisburg, Pa., July 22, and mustered into United States service July 28.
Moved to Washington, D.C., thence to Tennallytown, Md.
Attached to 2nd Brigade, McCall's Pennsylvania Reserves Division, Army of the Potomac, to March, 1862.
2nd Brigade, 2nd Division, 1st Army Corps, Army of the Potomac, to April, 1862.
2nd Brigade, McCall's Division, Dept. of the Rappahannock, to June, 1862.
2nd Brigade, 3rd Division, 5th Army Corps, Army Potomac, to August, 1862
. 2nd Brigade, 3rd Division, 3rd Corps, Army of Virginia, to September, 1862.
2nd Brigade, 3rd Division, 1st Army Corps, Army of the Potomac, to February, 1863.
2nd Brigade, Pennsylvania Reserves Division, 22nd Corps, Dept. of Washington, D.C., to April, 1864.
2nd Brigade, Pennsylvania Reserves Division, District of Alexandria, 22nd Corps, to January, 1864.
Dept. of West Virginia to April, 1864.
3rd Brigade, 2nd Infantry Division, Dept. of West Virginia, to June, 1864.

Service:

Duty at Tennallytown, Md., till Oct. 9, 1861, and at Camp Pierpont, near Langley, Va., till March, 1862.
Expedition to Grinnell's Farm December 6, 1861.
Advance on Manassas, Va., March 10-15, 1862. McDowell's advance on Falmouth April 9-19. Duty at Fredericksburg, Va., till June. Moved to White House June 9-11. Seven days before Richmond June 25-July 1. Battles of Mechanicsville June 26. Gaines' Mill June 27. Charles City Cross Roads and Glendale June 30. Malvern Hill July 1. At Harrison's Landing till August 16. Movement to Join Pope August 16-26. Battles of Gainesville August 28. Groveton August 29. Bull Run August 30. Maryland Campaign September 6-24. Battles of South Mountain September 14; Antietam September 16-17. Duty in Maryland till October 30. Movement to Falmouth, Va., October 30-November 19. Battle of Fredericksburg December 12-15. "Mud March" January 20-24, 1863. Ordered to Washington, D.C., February 6, and duty there and in District of Alexandria till January 6, 1864. Duty near Martinsburg, W. Va., till January 27. Operations in Hampshire and Hardy counties, W. Va., January 27-February 7. Duty near Kearneysville, W. Va., till March 27, and near Harper's Ferry till April 3. Moved to Webster, thence to the Kanawha Valley, W. Va., April 22. Crook's Expedition to Virginia & Tennessee Railroad May 2-19. Battle of Cloyd's Mountain May 9. New River Bridge May 10. Expedition to Meadow Bluff, Fayette county, May 10-19. Near Newport May 12-13. Left front for Pittsburg, Pa., June 4. Mustered out June 17, 1864. Veterans and Recruits transferred to 54th Pennsylvania June 8, 1864.

Losses:

Regiment lost during service
3 Officers and 69 Enlisted men killed and mortally wounded and
1 Officer and 54 Enlisted men by disease.
Total 127.

Source: Dyer, Frederick H. A Compendium of the War of the Rebellion Compiled and Arranged from Official Records of the Federal and Confederate Armies, Reports of he Adjutant Generals of the Several States, the Army Registers, and Other Reliable Documents and Sources.Des Moines, Iowa: The Dyer Publishing Company, 1908